—Get everyone on the same page defensively: Jim Haslett is the team's third defensive coordinator in four seasons, and he arrives along with numerous new players after two years of problems with the defense. There will be at least five new starters, and maybe more depending on what happens at cornerback.

Defensive tackle La'Roi Glover, middle linebacker Will Witherspoon and strong safety Corey Chavous are definitely new starters. Glover was signed after being released by the Cowboys, while Witherspoon and Chavous were both signed as unrestricted free agents. Not only are they expected to contribute on the field, but their leadership off the field is being counted on.

There will be competition at free safety between O.J. Atogwe and Jerome Carter and at strong-side linebacker between Brandon Chillar and Raonall Smith. In addition, Jimmy Kennedy slides over to be the starter at nose tackle.

At cornerback, free-agent addition Fakhir Brown and first-round pick Tye Hill will be battling with Travis Fisher and Jerametrius Butler for starting spots.

It won't take much for the defense to improve, but how much will depend on how quickly everyone can blend together.

"I'm really happy with the attitude and approach our defense has," coach Scott Linehan said. "I think that's an area we addressed in the offseason with acquisitions and draft picks. You just see a group developing cohesiveness. I think that's the most exciting thing going on around here."

—Establish who will be the tight ends: The Rams selected Joe Klopfenstein and Dominique Byrd in the draft, and each is expected to see significant playing time. Klopfenstein was picked in the second round and Byrd in the third. New coach Scott Linehan likes to include the tight end in the passing game, and both rookies have the skills to contribute. They can get down the field, as well as catching the ball in traffic and the red zone. The question will be how fast they can contribute and whether their blocking ability will be good enough to help the running game.

There is no established blocking tight end on the roster for those short-yardage situations that are crucial, but several players will be competing, including Aaron Walker, Alex Holmes and Rod Trafford.

—Find a left guard: Last season, there were several starters at the position, and it appeared Claude Terrell would be the favorite for the job this season. Terrell started 10 games as a rookie, but needed an off-season of strong workouts to build his stamina and get in better shape. However, Terrell was bothered by a wrist injury throughout the off-season, and did limited work in OTAs and minicamps.

That paved the way for Richie Incognito to stake a claim to the job. Incognito did not play as a rookie in 2005 because of a knee injury suffered at the Combine, and he practiced only one day with the team. However, he worked hard in the off-season, and by the June mini-camp was practicing with the first unit at left guard.

It now appears to be his job to lose. Veteran tackle Todd Steussie could be in the mix if all other options fail.

NOTES, QUOTES

—Tony Softli, the Rams' new vice president of player personnel, once worked out of football with computers. While with the Panthers as director of college scouting, he created a computer-based system of evaluation that Rams president of football operations Jay Zygmunt called "cutting edge."

The program remained in Carolina, but Softli said, "It's all in my head. I'm looking forward to sitting down with the Rams' IT department and putting it to work for them."

Zygmunt added that it wasn't only the computer work that made Softli appealing to them, it was his "passion for evaluation." Zygmunt said, "He understands that the technological advances are meant to be a tool, a means to an end."

—New middle linebacker Will Witherspoon likes what he's seen in the off-season of his teammates and defensive coordinator Jim Haslett's system.

"We had a great draft, all around I think we have done a lot of great things," Witherspoon said. "The coaches have done a great job of getting a good group of guys together. I think this is a fresh start for all of us. We are getting to a point where we are working together and becoming a family-knit group that you really want.

"I think this is going to be a great system. Guys are making strides every day. We are still installing and getting things in. Things are improving; guys are getting better and understanding of everything they need to do."

QUOTE TO NOTE: "I love the defense. The defense is a lot different than in the past. It's a lot more blitzing, you don't let the offense dictate the tempo of the game and it lets us make plays." — Cornerback Jerametrius Butler.

Bulger has spent the off-season learning the terminology in Linehan's offense, and there were some moments of frustration. However, there was a time where Bulger struggled mightily under Mike Martz, but he developed into a consistently productive quarterback. The key will be keeping him healthy after suffering shoulder injuries the last two seasons. This year, a comfort zone exists with the addition of Frerotte. Not only did he help the Dolphins win nine games last season, but he did that in Linehan's offense. The most intriguing battle in camp will be for the No. 3 job. Fitzpatrick exhibited promise at times last season, and might have a slight edge entering camp. However, Smoker has a history in college with Nussmeier, while Ragone played for Linehan at the University of Louisville.

One thing hasn't changed under Linehan that was always evident when Mike Martz was the head coach: There are numerous receivers competing for jobs that probably don't exist, except on the eight-man practice squad. Holt remains one of the league's elite receivers, and has a streak of six consecutive seasons with at least 1,300 yards. Bruce is still a threat and keeps defenses honest, but he has to stay healthy. Curtis can become an unrestricted free agent after the season, and opens things up for the offense with his speed. McDonald has shown flashes at times, and might have his opportunities reduced because Linehan won't use four receivers very much. Looker is solid, and is also the holder for kicker Jeff Wilkins. The question is whether that will be enough to retain a roster spot again. The most intriguing of the other six receivers are Hagans and Solomon. A quarterback in college, it is hoped that Hagans can be a threat as a kick returner, as well as catching, running and even throwing. Solomon has excellent size (6-3, 214) and looked good in the off-season. Pyatt has NFL experience with the Colts, but has had injury issues.

Flip a coin and go with Klopfenstein as the starter, even though he and Byrd will likely see a lot of time on the field. Both have the ability to get the ball, and Linehan plans to use the tight end extensively in the passing game. The question is whether they will be able to block effectively. Linehan will have his eye out for an experienced blocking tight end during camp, unless someone emerges from the current group. Holmes played eight games for the Dolphins last season, and is said to have potential. Collins is an excellent athlete, who some believe is ready to improve. Walker has previous experience with the *****.

The biggest question as camp approached was the future of Faulk. Throughout the off-season, Linehan planned for his presence. However, just before the team's June minicamp, Faulk told Linehan he wouldn't be in attendance, citing a problem with one of his knees. Faulk had February surgery on both knees, and one failed to respond. In the event Faulk is unavailable, the Rams would likely acquire Michael Bennett from New Orleans. Jackson is the starter and has continued to talk about his desire to get the ball. He will, but he has to improve on his 4.1-yard average per carry in 2005 as well as blocking against the blitz. Hedgecock showed promise last season, but it's unknown how much Linehan will utilize a fullback. Fisher is a solid third-down back, and has been productive as a runner and receiver in Green Bay. Bagwell looked intriguing in mini-camps. Smith adds a veteran presence, while Washington will have to do more than having Denzel Washington as his dad.

Watchful eyes will be on Incognito and Timmerman as the summer progresses. The left guard job appears to be Incognito's to lose after a solid off-season that saw Terrell do very little because of a wrist injury. Terrell's physical condition is also in question. Timmerman returns from a subpar 2005 affected by several off-season surgeries. McCollum is solid in the middle, and the edges are in good hands with Pace and Barron. Should Timmerman falter, Saipaia could contend, although it took him a while to recover from a neck injury that ended his 2005 season. Steussie provides veteran insurance at tackle and guard. Turner will also compete for a backup spot. Coaches like the potential of rookies Palmer and Setterstrom. The question is whether there will be room on the roster or if one or both will be on the practice squad.

The middle of the line will see a transformation with the departure of Ryan Pickett and Damione Lewis, the arrival of Glover and the move of Kennedy to the nose. Kennedy has talked of being revitalized with former line coach Bill Kollar gone. Now, he will have to show it on the field, where he should be as effective as Pickett was tying up blockers. Glover brings pass-rush ability to the inside, something that has been absent for a while. That push up the middle should also help Little and Hargrove. Little is entering the final year of his contract, while Hargrove needs to step up and be more disciplined against the run and make plays in pass defense. Green is a high-motor player that provides solid depth. Adeyanju should also contribute as a rookie. Fisk has experience behind Kennedy, with Wroten the most intriguing. If off-field issues are resolved, he has the ability to be a difference-maker. Calahan has shown flashes at times, but will have a tough time making the roster. Sandidge is a candidate for the practice squad.

Witherspoon was the marquee addition of the off-season, and he remains ticketed for the middle, where it is believed he can move around and make plays. On the weak side, Tinoisamoa should be helped by Witherspoon, and make more plays than he has in the past when he had little support. Chillar has the inside track on the strong side, but Smith can't be counted out. He might be the bargain signing of the off-season on a one-year, minimum salary contract. There will be intense competition for backup jobs. Coakley is intent on coming back from a 2005 broken leg, but it's an open question whether the Rams will pay him to be a backup. Faulk, McGarigle and Brooks are candidates in the middle, with Faulk a question because of back surgery that made him a non-participant in the off-season. Alston has enormous potential, and is also seen as a possible safety. Wahlroos has been good on special teams, but this will be a tough battle making the roster.

In reality, Chavous is probably the only sure thing when it comes to who will start. Butler and Fisher were the starters entering camp last year, but injuries doomed them. Butler missed the entire season because of a knee injury, and then injured a hamstring in the off-season. Fisher was bothered by a groin problem all year. He has had a solid off-season, and entering the final year of his contract is intent on being a starter again. When healthy, Butler and Fisher not only were good in pass defense, but they also supported the run. This year, there is better depth behind them. Brown is confident he will be the starter, while Hill, the first-round pick, has tremendous skills. He just can't afford to miss time because of a contract problem. Groce could be doing a free-fall down the depth chart. Atogwe will be competing with Carter for the start at free safety, and the position has to be in better hands than it was last season. Chavous' leadership, as well as playing ability, should be a plus. Bartell is the most intriguing. He improved as he got more playing time, and now could be a swing man at corner and safety.

A huge miscalculation was made last season when rookie Reggie Hodges opened the season as the punter. Ligashesky made that call, but Hodges didn't return the favor. He was cut after a horrific performance against Seattle that directly led to the home loss. Bryan barker finished the season, but this summer, Turk is expected to win the job, assuming he is over the groin problem that cost him the 2005 season in Miami. Andy Groom is around in camp, but it will take a major upset for the decision to be made not to go with the experienced Turk. Wilkins remains one of the league's top kickers, and Massey was signed to a new contract to be the long snapper. Questions surround the return game. The Rams hope Hagans is the punt returner and maybe the kickoff returner, too. Curtis was returning kickoffs in the June mini-cap, and Pyatt has ability there if he can stay healthy. The coverage units were better last season, and should improve even more with the added emphasis on bringing in players with special teams experience.